TCI Express Ltd. ಖಾತೆಯ ಉಪಯುಕ್ತ ಮಾಹಿತಿ

Mar 31, 2026

4.14 Provisions

A provision is recognized if, as a result of a past event
the Company has a present legal or constructive
obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will
be required to settle the obligation. Provisions are
measured at the present value of management''s
best estimate of the expenditure required to settle
the present obligation at the end of the reporting
period.

The Company recognizes decommissioning
provisions in the period in which a legal
or constructive obligation is incurred. A
corresponding decommissioning cost is added to
the carrying amount of the associated property,
plant and equipment, and it is depreciated over
the estimated useful life of the asset.

4.15 Contingent Liabilities

Contingent Liability is Disclosed in case of:

• A present obligation arising from past events,
when it is not probable that an outflow
of resources will be required to settle the
obligation;

• A present obligation arising from past events,
when no reliable estimate is possible;

• A possible obligation arising from past events
whose existence will be confirmed by the
occurrence or non occurrence of one or more
uncertain future events beyond the control
of the Company where the probability of
outflow of resources is not remote.

4.16 Contingent Assets

Contingent assets are not recognized but
disclosed in the financial statements when an
inflow of economic benefits is probable.

4.17 Fair Value Measurements

Company follows the following mentioned underneath
hierarchy for determining fair values of its financial
instruments:

• Level 1 - Quoted prices (unadjusted) in active
markets for identical assets or liabilities;

• Level 2 - Inputs other than quoted prices included
in Level 1 that are observable for the asset or
liability, either directly (prices) or indirectly (derived
from prices); and

• Level 3 - Inputs for the asset or liability that are not
based on observable market data.

The fair value of financial instruments traded in
active markets is based on quoted market prices at
the reporting dates. A market is regarded as active
if quoted prices are readily and regularly available
from an exchange, dealer, broker, industry group,
pricing service, or regulatory agency, and those prices
represent actual and regularly occurring market
transactions on an arm''s length basis. The fair value for
these instruments is determined using Level 1 inputs.

The fair value of financial instruments that are not
traded in an active market (for example, over the
counter derivatives) is determined by using valuation
techniques. These valuation techniques maximize the
use of observable market data where it is available and
rely as little as possible on entity specific estimates. If all
significant inputs required to fair value an instrument
are observable, the instrument is fair valued using level
2 inputs.

If one or more of the significant inputs is not based on
observable market data, the instrument is fair valued
using Level 3 inputs. Specific valuation techniques
used to value financial instruments include:

• Quoted market prices or dealer quotes for similar
instruments.

• The fair value of interest rate swaps is calculated
as the present value of the estimated future cash
flows based on observable yield curves.

• The fair value of forward foreign exchange
contracts is determined using forward exchange
rates at the reporting dates, with the resulting
value discounted back to present value.

• Other techniques, such as discounted cash flow
analysis, are used to determine fair value for the
remaining financial instruments.

4.18 Revenue Recognition

The Company derives revenues primarily from
business of freight.

Revenue is recognized either at a point in time
or over time, when (or as) the Company satisfies
performance obligations by transferring the
promised goods or services to its customers. The
Company has concluded that it is the principal
in all of its revenue arrangements since it is the
primary obligor in all the revenue arrangements
as it has pricing latitude and are custodian of
goods and is also exposed to credit risks.

The Company recognizes revenue from contracts
with customers based on a five-step model, such
as to, identifying the contracts with a customer,
identifying the performance obligations in
the contract, determine the transaction price,
allocate the transaction price to the performance
obligations in the contract and recognize revenue
when (or as) the entity satisfies a performance
obligation at a point in time or over time.

The Company satisfies a performance obligation
and recognizes revenue over time, if one of the
following criteria is met:

• The customer simultaneously receives and
consumes the benefits provided by the
Company''s performance as the Company
performs; or

• The Company''s performance creates or
enhances an asset that the customer controls
as the asset is created or enhanced; or

• The Company''s performance does not
create an asset with an alternative use to the
Company and the entity has an enforceable
right to payment for performance completed
to date.

For performance obligations where one of
the above conditions are not met, revenue is
recognized at the point in time at which the
performance obligation is satisfied.

Revenue is recognized upon transfer of control
of promised products or services to customers
in an amount that reflects the consideration we
expect to receive in exchange for those products
or services.

Express Cargo Delivery Services: Revenue from
services rendered is recognised, using percentage-
of-completion-method, in proportion to the stage
of completion of the transaction at the reporting
date when the outcome of the transaction can be
estimated reliably. Revenue is measured at fair
value of the consideration received or receivable,
after deduction of any trade discounts, volume
rebates and any taxes or duties collected on behalf
of the government which are levied on services
such as Goods and Service Tax.

4.19 Other Income

Rental Income:

Income from rent is recognized over the period
of the contract on straight line basis. Initial direct
cost is expensed off when incurred.

Interest Income:

Interest income on fixed deposits is recognized
on time proportion basis taking into account the
amount outstanding and rate applicable.

For all Financial Assets measured at amortised
cost or at fair value through other comprehensive
income, interest income is recorded using the
effective interest rate (EIR) i.e. the rate that exactly
discounts estimated future cash receipts through
the expected life of the financial asset to the net
carrying amount of the financial assets. The future
cash flows include all other transaction costs paid
or received, premiums or discounts if any, etc.
Interest income recognised in the Standalone
Statement of Profit and Loss.

Dividends:

Dividends are recognized in the Standalone
Statement of Profit and Loss only when the right
to receive payment is established.

Profit on Sale of Investments:

Profit on sale of financial instruments (measured
at amortised cost or FVTOCI or through profit and
loss) recognized in the Standalone Statement of
Profit and Loss.

4.20 Foreign Currency Transactions

Functional and Presentation Currency

The Standalone Financial Statements are
presented in Indian Rupees (T), which is also the
Company''s functional and presentation currency.

Transactions and Balances

Transactions in foreign currencies are translated
to the functional currency of the Company, at
exchange rates in effect at the transaction date. At
each reporting date monetary assets and liabilities
denominated in foreign currencies are translated
at the exchange rate in effect at the date of the
financial statement. The translation for other non¬
monetary assets and liabilities are not updated
from historical exchange rates unless they are
carried at fair value.

4.21 Earnings Per Share

Basic earnings per share are calculated by dividing
the profit attributable to owners of the Company
by the weighted average number of equity shares
outstanding during the financial year, adjusted
for bonus elements in equity shares issued during
the year and excluding treasury shares.

Diluted earnings per share adjust the figures used
in the determination of basic earnings per share
to take into account, the after income tax effect of
interest and other financing costs associated with
dilutive potential equity shares and the weighted
average number of additional equity shares that
would have been outstanding assuming the
conversion of all dilutive potential equity shares.

4.22 Segment Reporting

As the Company''s main business activity falls
within a single primary Business segment viz.
"Express Cargo”, provisions of Segment Reporting
as per Ind AS 108 are not applicable.

4.23 Events after Reporting Date

Where events occurring after the Balance Sheet
date provide evidence of conditions that existed
at the end of the reporting period, the impact of
such events is adjusted within the Standalone
Financial Statements. Non adjusting events
after the Balance Sheet date which are material
in size or nature are disclosed separately in the
Standalone Financial Statements.

a) Buildings includes those on leasehold land (cost P 12.14 Crores, accumulated depreciation P 2.36 Crores and
written down value P 9.78 Crores) as at March 31, 2025, (cost P 12.12 Crores, accumulated depreciation P 2.17
Crores and written down value P 9.96 Crores) as at March 31, 2025.

b) Pursuant to the scheme of arrangement between Transport Corporation of India Limited (TCIL) and TCI
Express Limited (TCI EXPRESS) and their respective shareholders, 47 immovable properties are required to
be transferred in the name of TCI Express Ltd. from Transport Corporation of India Limited (TCIL). Out of 47
immovable properties, 32 immovable properties (including sold two properties) has been transferred in the
name of TCI EXPRESS and rest 15 nos. immovable properties are in process of transfer (Refer Note No. 53).

c) The Company has not capitalised any borrowing costs during the year ended March 31, 2026 and March 31,
2025.

18.2 Rights/Preferences/Restrictions Attached to Equity Shares

The Company has only one class of Equity share having a par value of T 2 per share. Each holder of equity
shares is entitled to one vote per share held. The dividend proposed by Board of Directors is subject to the
approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend(s).
In the event of liquidation, the equity shareholders are eligible to receive remaining assets of the Company
after distribution of all preferential amounts, in proportion of their shareholding.

As on March 31, 2026, 164 Equity shares (March 31, 2025, 21,419 Equity shares) are lying in Demat Suspense
Account of the Company. Dividend on these shares transferred into unclaimed dividend account. The voting
and beneficial rights of these shares are frozen till the rightful owner of such shares claims such unclaimed
shares. (Refer the Board''s and Corporate Governance Report for further details with respect to unclaimed
proceeds, dividends and transfer of dividends/shares to the IEPF).

18.5 Shares Reserved Under Employee Stock Option Plan

The Shareholders in their meeting held on November 1, 2016 have approved the resolution to create, grant,
issue and offer 9,57,218 options representing 2.5% of the paid up share capital on that date of shareholders
approval in form of options, in one or more tranches under ESOP Scheme 2016.

During the year, in respect of Option granted under the Employees Stock Option Scheme 2016 and in
accordance with the guidelines issued by Securities and Exchange Board of India the accounting value
of Option (based on fair value of share on the date of grant of option minus option price) is accounted
as a deferred employee compensation, which is amortised on straight line basis over the vesting period.
Amortisation of deferred employee compensation are detailed as below:

a. For the Year Ended March 31, 2026: T 0.63 Crores

b. For the Year Ended March 31, 2025 T 3.18 Crores

Information relating to Employee Stock Option issued, exercised and lapsed during the financial year and
options outstanding at the end of the reporting period, is set out in Note No. 38

18.6 Equity shares movement in the period of five years immediately preceeding March 31, 2026

During the year, the Company has allotted 38,970 Equity shares to the eligible employees pursuant to ESOP-
2016

37,535 Equity shares alloted to the eligible employees during the financial year 2024-25
30,835 Equity shares alloted to the eligible employees during the financial year 2023-24
50,800 Equity shares alloted to the eligible employees during the financial year 2022-23
60,600 Equity shares alloted to the eligible employees during the financial year 2021-22

Securities Premium

The amount received in excess of the par value of equity shares has been classified as securities premium.
Employee''s Stock Options Outstanding Account

Under Employee stock option plan 2016, the share options outstanding account is used to record the fair value
of equity-settled, share-based payment transactions with employees.The share options based payment reserve
is used to recognise the grant date fair value of options issued to employees under Employee stock option
plan. The amounts recorded in share options outstanding account are transferred to securities premium upon
exercise of stock options.

General Reserve

The Company is following a practice of transferring a portion of the net profit of the Company before declaring
dividend to general reserve.

Other Comprehensive Income Reserve

It includes remeasurement of net defined benefit liability / asset, equity instruments fair valued through other
comprehensive income, changes on fair valuation of investments and changes in fair value of derivatives
designated as cash flow hedges, net of taxes.

Capital Redemption Reserve

In accordance with Section 69 of the Companies Act, 2013, the Company has created the capital redemption
reserve equal to the nominal value of the shares bought back as an appropriation from general reserve / retained
earnings.

35 Contingent Liabilities and Commitments

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of
which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not
wholly within the control of the Company or a present obligation that arises from past events where it is either
not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the
amount cannot be made.

Note :

* Pursuant to the demerger order passed by the Hon’ble High Court for the State of Telangana, the Company has filed
application for the mutation of properties situated in Gujarat in the name of the Company from erstwhile owner i.e.
Transport Corporation of India Limited. The Collector and Additional Superintendent of Stamps, Gandhinagar, Gujarat,
has imposed a Stamp duty of ''. 10.84 Crores along with a penalty of ''. 7.12 Crores. The Company has disputed the
demand and filed an appeal before Chief Controlling Revenue Authority (CCRA) Gandhi Nagar, Gujarat.CCRA has
disposed off the matter and rejected the appeal filed by the Company. Based on the Legal opinion, the Company has
filed a petition before the Hon’ble High Court of Gujarat and the Company is confident of getting order in its favour.

** Standby letter of credit given to DBS Bank Limited (March 31, 2025: HDFC Bank Limited) for credit facility availed by TCI
Express Pte Ltd.

*** During the previous year ended March 31, 2025, the Additional Commissioner of Central Goods and Services Tax,
Gurugram Commissionerate had issued a demand order dated December 14, 2024 and raised a GST Liability of F 51.36
Crores, along with applicable interest and penalty, for the period from July 1, 2017 to March 31, 2022 stating that the
Company has not discharged its Liability under Reverse Charge (RCM) on GTA supplies received from its transporters
thereby, resulting in non-payment of GST. In response to the said demand order, the Company had filed an appeal on
March 12, 2025 before the Commissioner (Appeals) CGST after paying a tax amount of F 5.13 Crores (10% of disputed tax)
as pre-deposit of tax demand. However, Appellate Authority passed the Impugned Order dated December 30, 2025
upholding the entire demand confirmed in the original order. In response to the said order-in-appeal, the Company is
in the process of filing further appeal before GST Appellate Tribunal (GSTAT). Based on the underlying facts, applicable
laws and industry standards and legal opinion, the Company is confident of prevailing against the department’s
position and does not anticipate any adverse financial outcome.

# Corporate Guarantee to the DBS India Limited on behalf of TCI Express Pte Ltd. for facilities availed by it.

36 The revenue from express cargo delivery service is recognised over a period of time. The Company
has recognized the revenue in respect of undelivered shipments to the extent of completed activities
undertaken with respect to such delivery. The Company has taken incurrence of cost incurred at stages
of delivery (First mile, Network and Last mile) as base to identify the percentage of service completion in
respect of undelivered shipments as at year end. At year end, the Company, based on its tracking systems
classifies the ongoing deliveries into stages of delivery and applies estimated percentages as calculated
above to recognise revenue.

The standard is applied only to contracts that are not completed as at March 31, 2026

The Government of India has enacted four labour codes by consolidating 29 existing labour laws, which have
become effective from November 21, 2025. Based on the assessment carried out by the Company in accordance
with the guidance issued by the Institute of Chartered Accountants of India and considering the information
available, the incremental impact of the Labour Codes has been recognised as Past Service Cost.

(A) Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees
who are in continuous service for a period of 5 years and fixed term employees for 1 year, are eligible for
gratuity. The amount of gratuity payable on retirement/termination is the amount calculated as per the
Payment of Gratuity Act, 1972. For the funded plan the Company makes contributions to recognised funds
in India. The liability for the same is recognised on the basis of acturial valuation.

The weighted average duration of the defined benefit obligation as at March 31, 2026 is 13 years (March 31,
2025: 13 years)

The amounts recognised in the statement of financial position and the movements in the net defined
benefit obligation over the year are as follows:

(B) Defined Contribution Plans

The Company make contribution to state governed provident fund scheme, employee state insurance
scheme and labour welfare fund scheme, and are considered as defined contribution plans. The contribution
under the schemes are recognised as an expense in the Statement of Profit and Loss, when an employee
renders the related service. There are no other obligations other than the contribution payable to the
respective funds.

(C) Leave Obligations

The leave obligations cover the Company liability for earned leaves, since the Company does not have an
unconditional right to defer settlement for any of these obligations. However based on past experience,
the Company does not expect all employees to take the full amount of accrued leave or require payment
within the next 12 months, therefore based on the independent actuarial report, only a certain amount
of provision has been presented as current and remaining as non-current leave obligation. The following
amounts reflect leave that is not expected to be taken or paid within the next 12 months.

* The Company had instituted the Employee Stock Option Plan, 2016 (‘ESOP-2016’ or ‘the Plan’) with the objective of
attracting, motivating, rewarding and retaining key talent by aligning employee interests with the long-term growth
and performance of the Company. The Plan was approved by the Shareholders at their 8^th AGM held on November
04, 2016, for grant of up to 9,57,218 stock options, which may be granted to eligible employees from time to time in
accordance with the terms of the Plan

During the financial years 2022-23 and 2023-24, stock options were granted to vest over a period of three years in
the ratio of 30%, 30% and 40% at the end of each vesting year at the fair value of A 967.53 and 904.55 per share and
exercise price of A 800 and 750 per share for respective year. The fair value of the options on the date of grant was
determined using the Black-Scholes Option Pricing Model. The resulting employee compensation cost is recognised
in the Statement of Profit and Loss over the vesting period on a straight-line basis in accordance with the IND AS 102.

Subsequent to the grants, due to market volatility, the management of the Company has considered appropriate to
re-price the options and amend certain terms of the Plan.

Accordingly, based on the recommendation of the NRC, the Board of Directors at its meeting held on May 30, 2025
approved certain modifications to the Plan, which were subsequently approved by the Shareholders at the 17^th AGM
held on July 23, 2025. The key modifications approved were as follows:

a) Re-pricing of stock options granted under ESOP-2016 during the financial years 2022-23 and 2023-24, with the revised
exercise price fixed at A 400 per option; and

b) Amendment to the ESOP-2016 Plan by extending the vesting period from three years to five years and the exercise
period from two months to three months from the date of vesting.

39 Leases

a) Company as Lessor

The Company has given its properties on lease under cancellable operating lease. The total lease income
during the year is T 1.60 Crores (March 31 2025: T 2.04 Crores).

b) Company as Lessee

The Company''s lease assets primarily consist of leases for land and building for which branch offices,
godowns and warehouses having the various lease terms. At the commencement of the lease, the Company
recognises a right of use asset and a corresponding lease liability for all lease arrangements in which it
is a lease, except for short-term lease and low value lease. The Company also has certain leases of with
lease terms of 12 month or less. The Company applies the short-term lease and ''low value lease'' recognition
exemptions for these leases.

The incremental borrowing rate applied to the lease liabilities is 7.00% p.a.

Rent Expenses recorded for short term and low value leases was T 29.45 Crores (March 31, 2025: T 31.25
Crores).

40 Segment Reporting

The Company is engaged in the business of express cargo delivery. The Chief Operating Decision Maker
monitors the operating results of its business for the purpose of making decisions about resource allocation and
performance. Express Cargo Delivery is considered as only segment.

42 Financial Instruments
i) A. Fair Values Hierarchy

Financial assets and financial liabilities measured at fair value in the statement of financial position are
grouped into three Levels of a fair value hierarchy. The three Levels are defined based on the observability of
significant inputs to the measurement, as follows:

Level 1: Quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using
valuation techniques which maximise the use of observable market data rely as little as possible on entity
specific estimates.

The management assessed that fair values of cash and cash equivalents, trade receivables, other receivables,
short term borrowings, trade payables and other current financial liabilities are approximate of their respective
carrying amounts, largely due to the short-term maturities of these instruments. The fair value of the financial
assets and liabilities is included in the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.

The fair values of loans, security deposits, borrowings and other financial assets and liabilities are considered to
be the same as their carrying values, as there is no material change in the lending rates.

iv) Valuation Process and Technique Used to Determine Fair Value

Specific valuation techniques used to value financial instruments include:

a) The use of quoted market prices or dealer quotes for similar instruments.

b) The fair value of the remaining financial instruments is determined based on the following methods:

i) Net assets value method

ii) Valuation of investment in unquoted equity shares has been made using the discounted cash-flow
method and Net assets value method, as deemed fit by the Company''s management.

Risk adjustments specific to the counterparties (including assumptions about credit default rates) are
derived from credit risk grading determined by the Company''s internal credit risk management group.

The Company''s risk management is carried out by a central treasury department (of the Company) under
policies approved by the Board of Directors. The Board of Directors provides written principles for overall
risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk,
credit risk and investment of excess liquidity.

A. Credit Risk

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company''s
exposure to credit risk is influenced mainly by short term investments, trade receivables, cash and
cash equivalents and other financial assets measured at amortised cost. The Company continuously
monitors defaults of customers and other counterparties and incorporates this information into its
credit risk controls.

Credit Risk Management

The finance function of the Company assesses and manages credit risk based on internal credit
rating system. Internal credit rating is performed for each class of financial instruments with different
characteristics. The Company assigns the following credit ratings to each class of financial assets based
on the assumptions, inputs and factors specific to the class of financial assets.

The risk parameters are same for all financial assets for all period presented. The Company considers the
probability of default upon initial recognition of asset and whether there has been a significant increase
in credit risk on an on-going basis throughout each reporting period. In general, it is presumed that
credit risk has significantly increased since initial recognition if the payments are more than 90 days
past due. A default on a financial asset is when the counterparty fails to make contractual payments
when they fall due. This definition of default is determined by considering the business environment in
which entity operates and other macro-economic factors.

Cash and Cash Equivalents and Bank Term Deposits

The Company''s exposure to credit risk on cash and cash equivalents and bank term deposits is limited,
as these balances are maintained only with banks and financial institutions having high credit ratings
assigned by recognized credit rating agencies.

Investments

Majority of the Company''s investments are fair valued based on Level 1 inputs. These investment
primarily include investment in Mutual Funds, Quoted Bonds issued by well established and reputed
organisations engaged in their respective field of business. The Company invest after considering
counterparty risks based on multiple criteria including credit rating, profitability and deposit base of
banks and financial institutions.

Trade Receivables

The Company closely monitors the credit-worthiness of the debtors through IT driven internal systems
that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated
amounts and stipulated days. Moreover, given the diverse nature of the Company''s businesses trade
receivables are spread over a number of customers with no significant concentration of credit risk. No
single customer accounted for 3% or more of the trade receivables in any of the years presented. The
Company assesses increase in credit risk on an ongoing basis for amounts receivable that become past
due and default is considered to have occurred when amounts receivable become one year past due.

Other Financial Assets Measured at Amortised Cost

Other financial assets measured at amortised cost includes security deposits and others. Credit risk
related to these other financial assets is managed by monitoring the recoverability of such amounts
continuously.

Financial assets are considered to be of good quality and there is no significant increase in credit risk.

Credit Risk Exposure

Provision for Expected Credit Losses

The Company Provides for Expected Credit Loss Based on Lifetime Expected Credit Loss Mechanism for
Trade Receivables-

B. Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they became
due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient
liquidity to meet its labilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risk to the Company''s reputation. Prudent liquidity risk management implies
maintaining sufficient cash and marketable securities and the availibility of funding through an adequate
amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the
Company maintains the flexibility in funding by maintaining availability under committed facilities. The
Company''s treasury team is responsible for liquidity, funding as well as settlement management. In addition,
process and policies related to such risks are overseen by senior management. Management monitors the
Company''s liquidity position through forecasts rolling forecasts on the basis of expected cash flows.

(i) Financing Arrangements

The Company principal source of liquidity are cash and cash equivalent, short term investments and
the cash flow that is generating from operations. The Company believes that the following short
term financial assets and unused working capital limits of ^ 65.00 Crores with consortium bankers are
sufficient to meet its financial liabilities within the maturity period.

C. Price Risk

The Company''s exposure to price risk arises from investments measured at Fair Value Through Other
Comprehensive Income (FVOCI) or Fair Value Through Profit or Loss (FVTPL). The Company manages this risk
by maintaining a diversified investment portfolio across various asset classes and continuously monitoring
market conditions and the performance of its investments.

The table below presents the sensitivity in the fair value of investments. The sensitivity analysis has been
prepared on the assumption that the market prices of the securities increase or decrease by 1%, with all

D. Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate
because of changes in market interest rates. In order to optimize the Company''s position with regards
to interest income and interest expenses and to manage the interest rate risk, management performs a
comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and
floating rate financial instruments in its total portfolio.

The Company''s policy is to minimise interest rate cash flow risk exposures on long-term and short term
financing. At March 31, 2026, the Company is not exposed to changes in market interest rates through bank
borrowings at variable interest rates.

44 Capital Management

The Company Aims to Manage Its Capital Efficiently

- to ensure the Company''s ability to continue as a going concern

- to optimise returns to its shareholders

The Company manages the capital structure through efficient allocation of capital towards expansion
of business, optimization of working capital requirements and deployment of surplus funds into various
investment options . In order to maintain or adjust the capital structure, the Company may adjust the
amount of dividends paid to shareholders, issue new shares or return capital to shareholders.

The Company''s policy is to maintain a stable and strong capital structure with a focus on total equity so as
to maintain investor, creditors and market confidence and to sustain future development and growth of
its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital
structure.

47 The Company has availed a facility of Fund and Non Fund Based Limits from State Bank of India and
Consortium. The facility is secured by:

i. First pari-passu charge with other working capital lender on entire current assets of the Company
(present and future), including consumables and all present and future Book Debts/Receivables.

ii. Pari-Passu first charge on other assets and hypothecation of other current assets of the Company.

iii. Pari-passu first charge on Equitable Mortgage of Land and Building at Industrial Building at Plot No.
157, S.No.156, A.I.E. Pedagantyada, Industrial Park, Pedagantyada, Visakhapatnam District.

The quarterly returns or statements of current assets filed by the Company with the banks are not in
agreement with the books of accounts which is tabulated below:

The unspent amount for the Year Ended March 31, 2026 has been transferred to unspent CSR account
within 30 days from the end of the Financial Year, in accordance with the Companies Act, 2013 read with
CSR Amendments Rules.

51 Additional Regulatory Information

(a) Transactions with Struck off Companies

The Company did not have any transactions with companies struck off under Section 248 of the Companies
Act, 2013 or Section 560 of Companies Act, 1956 during the year ended March 31, 2026.

(b) Benami Property

The Company does not have any Benami property held in its name. No proceedings have been initiated
on or are pending against the Company for holding Benami property under the Prohibition of Benami
Property Transactions Act, 1988 and rules made thereunder.

(c) Registration of Charges or Satisfaction with Registrar of Companies

The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period as on March 31, 2026.

(d) Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(e) Utilisation of Borrowed Funds and Share Premium

i) The Company makes strategic investments in various entities through TCI Express Pte Ltd. (Wholly
Owned Subsidiary), in compliance with Rule 11(e) of Companies (Audit and Auditors) Rules, 2014, as
amended. The investment made by the Company through equity shares into Wholly Owned Subsidiary
and subsequent investment by the wholly owned subsidiary in other entities is disclosed below:

ii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities
(Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company
shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(f) Compliance with Number of Layers of Companies

The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the
Companies Act, 2013 read with the Companies (Restriction on Number of Layers) Rules, 2017 (as amended).

(g) Revaluation of Property, Plant and Equipment

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible
assets.

(h) Undisclosed Income

The Company does not have any such transactions which is not recorded in the books of accounts that has
been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act,
1961 (such as search or survey or any other relevant provisions of the Income Tax Act,1961).

52 The Company has used accounting software for maintaining its books of account which has a feature
of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software, except that audit trail feature is not enabled at the database level
in so far as it relates to the Company''s ERP and other related accounting software. Further no instance of
audit trail feature being tampered with, was noted at the application layer with respect to the accounting
software.

The Company has not enabled audit trail feature at database level since it adds a significant load which
slows down the server. The management is considering necessary possible steps to ensure compliance in
this regard.

Daily Back Up

As per the Companies (Accounts) Fourth Amendment Rules, 2022, a back up of the books of account and
papers maintained in electronic mode, shall be kept in servers physically located in India on a daily basis.

The Company has complied with the requirements in current and previous years.

53 Immovable Properties Involved in Scheme of Arrangement

Pursuant to scheme of arrangement between Transport Corporation of India Limited (TCIL) and TCI Express
Limited (TCIEXPRESS) and their respective shareholders, 47 immovable properties are required to be
transferred in the name of TCIEXPRESS from TCIL. Out of 47 immovable properties, 32 properties has been
transferred in the name of TCIEXPRESS Limited (including sold two properties) and rest of the immovable
properties are in process of transfer.

---

Mar 31, 2025

n. Provisions

Provisions are recognised when the Company has
a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow
of resources embodying economic benefits will
be required to settle the obligation and a reliable
estimate can be made of the amount of the
obligation. When the Company expects some or
all of a provision to be reimbursed, for example,
under an insurance contract, the reimbursement
is recognised as a separate asset, but only
when the reimbursement is virtually certain. The
expense relating to a provision is presented in the
standalone statement of profit and loss net of any
reimbursement.

Provisions are measured at the present value of
management''s best estimate of the expenditure
required to settle the present obligation at the end
of the reporting period. The discount rate used to
determine the present value is a pre-tax rate that
reflects current market assessments of the time
value of money and the risks specific to the liability.
The increase in the provision due to the passage of
time is recognized as interest expense.

o. Earnings Per Share

Basic earnings per share is calculated by dividing
the net profit or loss for the period attributable to
equity shareholders (after deducting attributable
taxes) by the weighted average number of equity
shares outstanding during the period. The weighted
average number of equity shares outstanding
during the period is adjusted for events, if any.

For the purpose of calculating diluted earnings
per share, the net profit or loss for the period
attributable to equity shareholders and the
weighted average number of shares outstanding
during the period are adjusted for the effects of all
dilutive potential equity shares.

Potential ordinary shares shall be treated as dilutive
when, and only when, their conversion to ordinary
shares would decrease earnings per share or
increase loss per share from continuing operations.

p. Taxes

Current income tax

Current income tax expense or credit for the period
is the tax payable on the current period''s taxable
income based on the applicable income tax rate
adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences and
to unused tax losses.

Current income tax assets and liabilities are
measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax
rates and tax laws used to compute the amount are
those that are enacted or substantively enacted,
at the reporting date in the countries where the
Company operates and generates taxable income.

Current income tax relating to items recognised
outside profit or loss is recognised outside profit
or loss (either in other comprehensive income
or in equity). Current tax items are recognised in
correlation to the underlying transaction either in
OCI or directly in equity. Management periodically
evaluates positions taken in the tax returns with
respect to situations in which applicable tax
regulations are subject to interpretation and
establishes provisions where appropriate.

Deferred tax

Deferred tax is recognized using the liability method
in respect of temporary differences between
the carrying amount of assets and liabilities in

the Standalone Financial Statements and the
corresponding amounts used in the computation
of taxable profit.

Deferred tax liabilities are recognised for all taxable
temporary differences. Deferred tax liability is
recognised based on the expected manner of
realisation or settlement of the carrying amount
of assets and liabilities, by the end of the reporting
period.

Deferred tax assets are recognised for all deductible
temporary differences, the carry forward of
unused tax credits (Minimum alternate tax credit
entitlement) and any unused tax losses. Deferred
tax assets are recognised to the extent that it is
probable that taxable profit will be available against
which the deductible temporary differences, and
the carry forward of unused tax credits and unused
tax losses can be utilized.

Deferred tax relating to items recognised outside
profit or loss is recognised outside profit or loss
(either in other comprehensive income or in equity).
Deferred tax items are recognised in correlation to
the underlying transaction either in OCI or directly
in equity.

The carrying amount of deferred tax assets is
reviewed at each reporting date and reduced
to the extent that it is no longer probable that
sufficient taxable profit will be available to allow
all or part of the deferred tax asset to be utilized.
Unrecognized deferred tax assets are re-assessed
at each reporting date and are recognised to the
extent that it has become probable that future
taxable profits will allow the deferred tax asset to be
recovered.

Deferred tax assets and liabilities are measured at
the tax rates that are expected to apply in the year
when the asset is realized or the liability is settled,
based on tax rates (and tax laws) that have been
enacted or substantively enacted at the reporting
date.

Deferred tax assets and deferred tax liabilities are
offset if a legally enforceable right exists to set off
current tax assets against current tax liabilities and
the deferred taxes relate to the same taxable entity
and the same taxation authority.

q. Segment Reporting

As the Company''s main business activity falls within
a single primary Business segment viz. "Express

Cargo", provisions of Segment Reporting as per Ind
AS 108 are not applicable.

r. Cash and Cash Equivalents

Cash and cash equivalent in the balance sheet
comprise cash at banks and cash/cheques on hand
and short-term deposits with an original maturity
of twelve months or less, which are subject to an
insignificant risk of changes in value.

s. Dividend Distribution to Equity holders

The Company recognizes a liability to make dividend
distributions to equity holders when the distribution
is authorized and is no longer left to the discretion
of the Company. As per the corporate laws in India,
a distribution of final dividend is authorized when it
is approved by the shareholders; and a distribution
of interim dividend is authorized by the board of
directors. The amount of dividend so authorized is
adjusted directly in other equity.

t. Contingent Liabilities and Assets

A contingent liability is a possible obligation that
arises from past events whose existence will be
confirmed by the occurrence or non-occurrence
of one or more uncertain future events beyond
the control of the Company or a present obligation
that is not recognized because it is not probable
that an outflow of resources willbe required to
settle the obligation. A contingent liability also
arises in extremely rare cases where there is a
liability that cannot be recognized because it
cannot be measured reliably. The Company does
not recognize a contingent liability but discloses its
existence in the Standalone Financial Statements.

Contingent assets are not recognized but disclosed
in the Standalone Financial Statements when an
inflow of economic benefits is probable.

u. Significant Management Judgement in
Applying Accounting Policies and Estimation
Uncertainty

The following are the critical judgments and the key
estimates concerning the future that management
has made in the process of applying the Company''s
accounting policies and that may have the most
significant effect on the amounts recognized in
the Standalone Financial Statements or that have
a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within
the next financial year.

1. Revenue - The Company recognises revenue
from contracts with customers based on
a five-step modelas per Ind AS 115 (Refe
Note ''i'') which involves judgements such
as identification of distinct performance
obligation involves judgement to determine the
deliverables and the ability of the customer to
benefit independently from such deliverables.
The management exercises judgement
in determining whether the performance
obligation is satisfied at a point in time or over
a period of time. It considers indicators such as
how customer consumes benefits as services
are rendered or who controls the asset as it
is being created or existence of enforceable
right to payment for performance to date and
alternate use of such product or service, transfer
of significant risks and rewards to the customer,
acceptance of delivery by the customer, etc.
Revenue from freight services is recognised
over time using percentage-of-completion
method. The management uses judgement to
estimate the services provided as on reporting
date as a proportion of total services provided
which is used to determine the degree of the
completion of the performance obligation.

2. Allowance for doubtful debts - The

allowance for doubtful debts reflects
management''s estimate of losses inherent
in its credit portfolio. This allowance is based
on Company''s estimate of the losses to be
incurred, which derives from past experience
with similar receivables, current and historical
past due amounts, write-offs and collections,
the careful monitoring of portfolio credit quality
and current and projected future economic
conditions. if the present economic and
financial situation of the Company''s debtors
with which the Company contracted were to
deteriorate, resulting in an impairment of their
ability to make payment, additional expected
credit loss may be required.

3. Useful lives of depreciable/amortizable
assets - Management reviews its estimate
of the useful lives of depreciable/amortizable
assets at each reporting date, based on the
expected utility of the assets. Uncertainties
in these estimates relate to technical and
economic obsolescence that may change the
utility of certain software, IT equipment and
other plant and equipment.

4. Defined benefit obligation (DBO) -

Management''s estimate of the DBO is based
on a number of critical underlying assumptions
such as standard rates of inflation, mortality,
discount rate and anticipation of future salary
increases. Variation in these assumptions may
significantly impact the DBO amount and the
annual defined benefit expenses.

5. Evaluation of indicators for impairment
of assets - The evaluation of applicability of
indicators of impairment of assets requires
assessment of several external and internal
factors which could result in deterioration of
recoverable amount of the assets.

6. Recognition of deferred tax assets - The

extent to which deferred tax assets can be
recognized is based on an assessment of the
probability of the future taxable income against
which the deferred tax assets can be utilized.
In addition, significant judgement is required in
assessing the impact of any legal and economic
limits or uncertainties in various tax jurisdictions.

7. Contingent liabilities - The Company is the
subject of legal proceedings and tax issues
which are pending in various jurisdictions. Due
to the uncertainty inherent in such matters, it
is difficult to predict the final outcome of such
matters. In the normal course of business,
management consults with legal counsel and
certain other experts on matters related to
litigation and taxes. The Company accrues a
liability when it is determined that an adverse
outcome is probable and the amount of the
loss can be reasonably estimated.

8. Provisions - At the end of each reporting

period on the basis of the management
judgement, changes in facts and legal aspects,
the Company assess the requirement of the
provisions. However, the actual future outcome
may different from this judgement.

Recent Pronouncements

Ind AS 21 The Effects of Changes in Foreign
Exchange Rates

The amendment provides guidance on
determining the exchange rate when a currency
is not exchangeable into another currency. Where
exchangeability is lacking, entities are required to
estimate the spot exchange rate that would be
used in an orderly transaction under prevailing
economic conditions and disclose the estimation
process, key inputs, and associated risks. On May
7 2025, MCA notifies the amendments to Ind
AS 21 - Effects of Changes in Foreign Exchange
Rates. These amendments aim to provide clearer
guidance on assessing currency exchangeability
and estimating exchange rates when currencies
are not readily exchangeable. The amendments are
effective for annual periods beginning on or after
April 1, 2025. The Company is currently assessing
the probable impact of these amendments on its
financial statements.

Ministry of Corporate Affairs ("MCA") notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards)
Rules as issued from time to time. During the year
ended March 31, 2025, MCA has notified Ind AS
117 - Insurance Contracts and amendments to Ind
As 116 - Leases , relating to sale and lease back
transactions, applicable from April 1, 2024. The
Company has assessed that there is no significant
impact on its financial statements.

a) Buildings includes those on leasehold land (cost '' 12.12 crores, accumulated depreciation '' 2.17 crores and written down value
'' 9.96 crores) as on March 31, 2025,( cost '' 12.05 crores, accumulated depreciation '' 1.97 crores and written down value '' 10.08
crores) as on March 31, 2024.

b) Pursuant to the Scheme of arrangement between Transport Corporation of India Limited (TCIL) and TCI Express Limited
(TCI EXPRESS) and their respective shareholders, 47 immovable properties are required to be transferred in the name of
TCIEXPRESS from TCIL. Out of 47 immovable properties, 32 immovable properties (including sold two properties) has been
transferred in the name of TCI EXPRESS and rest 15 nos. immovable properties are in process of transfer. (refer note 46 and
47).

Capilalised Borowing Cost

The Company has not capitalised any borrowing costs during the year ended March 31, 2025 and March 31, 2024

( c ) Rights/Preferences/Restrictions Attached to Equity Shares

The Company has only one class of Equity share having a par value of Rs 2/- per share. Each holder of equity shares
is entitled to one vote per share held. The dividend proposed by Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting, except in case of interim dividend(s). In the event of liquidation, the
equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in
proportion of their shareholding.

As on March 31, 2025, 21,419 Equity shares (March 31, 2024, 28,653 Equity shares) are lying in Demat Suspense Account
of the Company. Dividend on these shares transferred into bank account linked with demat suspense account. The voting
and beneficial rights of these shares are frozen till the rightful owner of such shares claims such unclaimed shares. ( Refer
the Board''s and Corporate Governance Report for further details with respect to unclaimed proceeds, dividends and
transfer of dividends/shares to the IEPF)

(f ) Share Reserved under Employee Stock Option Plan

The Shareholders in their meeting held on November 1, 2016 have approved the resolution to create, grant, issue and
offer 9,57218 options representing 2.5% of the paid up share capital on that date of shareholders approval in form of
options, in one or more tranches under ESOP Scheme 2016.

During the year, in respect of Option granted under the Employees Stock Option Scheme 2016 and in accordance with
the guidelines issued by Securities and Exchange Board of India the accounting value of Option (based on fair value of
share on the date of grant of option minus option price ) is accounted as a deferred employee compensation, which is
amortised on straight line basis over the vesting period. Amortisation of deferred employee compensation are detailed as
below:

March 31, 2025 : '' 3.18 crores March 31, 2024''3.93 crores

(g) Equity shares movement in the period of five years immediately preceeding March 312025.

79,125 Equity shares alloted to the eligible employees during the financial year 2020-21
60,600 Equity shares alloted to the eligible employees during the financial year 2021-22
50,800 Equity shares alloted to the eligible employees during the financial year 2022-23
30,835 Equity shares alloted to the eligible employees during the financial year 2023-24

During the year, the Company has allotted 37535 Equity shares to the eligible employees pursuant to ESOP-2016

(h) Equity shares reserved for issue under options

Information relating to Employee Stock Option issued, exercised and lapsed during the financial year and options
outstanding at the end of the reporting period, is set out in Note 38B

Securities premium

The amount received in excess of the par value of equity shares has been classified as securities premium.

Employee''s stock options outstanding account

Under Employee stock option plan 2016, the share options outstanding account is used to record the fair value of equity-
settled, share-based payment transactions with employees. The amounts recorded in share options outstanding account are
transferred to securities premium upon exercise of stock options.

General reserve

The Company has transferred a portion of the net profit of the company before declaring dividend to general reserve pursuant
to the earlier provision of Companies Act 1956. Though under the Companies Act, 2013 transfer of profit to general reserve is
not required.

Other comprehensive income reserve

It includes remeasurement of net defined benefit liability / asset, equity instruments fair valued through other comprehensive
income, changes on fair valuation of investments and changes in fair value of derivatives designated as cash flow hedges, net
of taxes.

Note :

i Standby letter of credit given by HDFC Bank Limited for credit facility availed by TCI Express Singapore Pte Ltd

ii During the financial year 2024-2025, the Additional Commissioner of Central Goods and Services tax, Gurugram
Commissionerate had issued a demand order dated 14/12/2024 and raised a GST tax liability of '' 51.36 crores, along with
applicable interest and penalty, for the period from 1/07/2017 to 31/03/2022. It states that the Assessee has not discharged
its Goods and Service tax liability under Reverse Charge (RCM) on GTA supplies received from its transporters, thereby,
resulting in non-payment of GST

In response to the said demand order the company has preferred an appeal before the commissioner (Appeals) CGST
after paying a tax amount of '' 5.13 crores (10% of disputed tax) as pre-deposit of tax demand.

Based on the underlying facts, applicable laws and industry standards, the company is confident of prevailing against the
department''s position and does not anticipate any adverse financial outcome.

The Company has assessed that it is only possible, but not probable, that outflow of economic resources will be required
and hence these demands have been disclosed as contingent liability.

34. Financial Instruments
A. Fair values hierarchy

The different levels of fair value have been defined below:

The fair value of financial instruments has been classified into three categories depending on the inputs used in the valuation
technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities [Level
1 measurements] and lowest priority to unobservable inputs [Level 3 measurements].

The categories used are as follows:

Level 1: Quoted prices for identical instruments in an active market;

Level 2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level 1 inputs;
and

Level 3: Inputs which are not based on observable market data (unobservable inputs). Fair values are determined in whole
or in part using a net asset value or valuation model based on assumptions that are neither supported by prices from
observable current market transactions in the same instrument nor they are based on available market data.

(i) The management assessed that fair values of cash and cash equivalents, trade receivables, other receivables, short term

borrowings, trade payables and other current financial liabilities are approximate of their respective carrying amounts,
largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is
included in the amount at which the instrument could be exchanged in a current transaction between willing parties,
other than in a forced or liquidation sale.

(ii) The fair values of loans, security deposits, borrowings and other financial assets and liabilities are considered to be the
same as their carrying values, as there is no material change in the lending rates.

B Financial assets and liabilities measured at fair value - recurring fair value measurements

35. Revenue From Contracts With Customers

Indian Accounting Standard 115 Revenue from Contracts with Customers ("Ind AS 115"), establishes a framework for
determining whether, how much and when revenue is recognised and requires disclosures about the nature, amount, timing
and uncertainty of revenues and cash flows arising from customer contracts. Under Ind AS 115, revenue is recognised through
a 5-step approach:

(i) Identify the contract(s) with customer;

(ii) Identify separate performance obligations in the contract;

(iii) Determine the transaction price;

(iv) Allocate the transaction price to the performance obligations; and

(v) Recognise revenue when a performance obligation is satisfied.

The standard is applied only to contracts that are not completed as at March 31 2025.

Significant changes in contract assets and liabilities
Changes in balance of contract liabilities during the year:

Performance obligation of the Company

In case of freight service there is only one performance obligation of the Company i.e. to carry express cargo
distribution. The Company recognizes revenue over time during which the services are being delivered.
Revenue from services rendered is recognised in proportion to the stage of completion of the transaction at the reporting date
when the outcome of the transaction can be estimated reliably.

36. Risk Management

The Company''s financial risk management is an integral part of how to plan and execute its business strategies.

The Company''s risk management is carried out by a central team at the Corporate Office comprising of chief financial officer,
credit controller and other members of the finance/credit control function under policies approved by the Board of Directors.
All receipts and payments are maintained at centralised bank account, thus resulting in mitigating the credit risk and liquidity risk.

A. CREDIT RISK

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company''s exposure to credit
risk is influenced mainly by short term investments, trade receivables, cash and cash equivalents and other financial assets
measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and
incorporates this information into its credit risk controls.

Credit risk rating

The Company assesses and manages credit risk of financial assets based on following categories arrived on the basis of
assumptions, inputs and factors specific to the class of financial assets.

A : No Risk

B: Low credit risk

C: Moderate credit risk

D: High credit risk

Based on business environment in which the Company operates, a default on a financial asset is considered when the
counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are
based on past credit loss experience with customers and considering differences between current and historical economic
conditions.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a
repayment plan with the Company or debtor declaring bankruptcy or customer closing down the business. The Company
continues to engage with parties whose balances are written off and attempts to enforce repayment to attempt to recover
the receivable due. Where recoveries are made, these are recognised as income in statement of profit and loss.

Cash and cash equivalents and bank term deposits

Credit risk related to cash and cash equivalents and bank term deposits is managed by only accepting highly rated banks
assigned by credit rating agencies.

Investments

Majority of the Company''s investments are fair valued based on Level 1 inputs. These investment primarily include
investment in liquid mutual fund units, Commercial papers, quoted bonds issued by quasi-government organisations. The
Company invest after considering counterparty risks based on multiple criteria including Credit rating, profitability and
deposit base of banks and financial institutions.

Trade receivables

The Company closely monitors the credit-worthiness of the debtors through IT driven internal systems that are configured
to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts and stipulated days. Moreover,
given the diverse nature of the Company''s businesses trade receivables are spread over a number of customers with no
significant concentration of credit risk. No single customer accounted for 3% or more of the trade receivables in any of the
years presented. The Company assesses increase in credit risk on an ongoing basis for amounts receivable that become
past due and default is considered to have occurred when amounts receivable become one year past due

Other financial assets measured at amortised cost

Other financial assets measured at amortised cost includes security deposits and others. Credit risk related to these other
financial assets is managed by monitoring the recoverability of such amounts continuously

Financial assets are considered to be of good quality and there is no significant increase in credit risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to
ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.

Management monitors rolling forecasts of the company''s liquidity position and cash and cash equivalents on the basis of
expected cash flows.

(i) Financing arrangements

The Company principal source of liquidity are cash and cash equivalent, short term investments and the cash flow
that is generating from operations. The company believes that the following short term financial assets and unused
working capital limits of Rs 65.00 crores with consortium bankers are sufficient to meet its financial liabilities within the
maturity period.

('' in Crores )

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price
of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign
currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market
risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency
receivables, payables and loans and borrowings.

Interest Rate risk

Liabilities

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes
in market interest rates. In order to optimize the company''s position with regards to interest income and interest expenses
and to manage the interest rate risk, management performs a comprehensive corporate interest rate risk management by
balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

The Company''s policy is to minimise interest rate cash flow risk exposures on long-term and short term financing. At March
31, 2025, the Company is exposed to changes in market interest rates through bank borrowings at variable interest rates.

38. A Employee Benefit Obligations ( on the basis of Actuarial Valuation)

1) Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in
continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination
is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number
of years of service. For the funded plan the company makes contributions to recognised funds in India. The company
does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on
estimations of expected gratuity payments.

The weighted average duration of the defined benefit obligation as at March 31, 2025 is 13 years (March 31, 2024: 13
years)

The amounts recognised in the Statement of Financial Position and the movements in the net defined benefit obligation
over the year are as follows:

Defined Contribution Plans

The Company make contribution to state governed provident fund scheme, employee state insurance scheme and
labour welfare fund scheme, and are considered as defined contribution plans. The contribution under the schemes
are recognised as an expense in the Statement of Profit and Loss, when an employee renders the related service.
There are no other obligations other than the contribution payable to the respective funds.

2) Leave Obligations

The leave obligations cover the Company liability for earned leaves, since the Company does not have an unconditional
right to defer settlement for any of these obligations. However based on past experience, the Company does not expect
all employees to take the full amount of accrued leave or require payment within the next 12 months, therefore based on
the independent actuarial report, only a certain amount of provision has been presented as current and remaining as non¬
current leave obligation. The following amounts reflect leave that is not expected to be taken or paid within the next 12
months.

(d) Benami property

The Company does not have any Benami property, where any proceeding has been initiated or pending against the
Company for holding any Benami property.

( e) Registration of charges or satisfaction with Registrar of Companies

The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory
period.

(f) Details of crypto currency or virtual currency

The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

(g) Utilisation of borrowed funds and share premium

The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(h) Compliance with number of layers of companies

The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies
Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).

(i) Revaluation of PPE

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible asset.

(j) Undisclosed income

There were no previously unrecorded income that have been surrendered or disclosed as income during the year in the
tax assessments under the Income Tax Act, 1961 (43 of 1961).

The accompanying notes are an integral part of the Standalone Financial Statements.

In terms of our Report of even date attached For and on behalf of Board of Directors

For R S Agarwala & Co. D P Agarwal Chander Agarwal Murali Krishna Chevuturi

Chartered Accountants Chairman Managing Director Director

Firm Reg No. 304045E (Gurugram) ( Gurugram) (Hyderabad)

Bimal Kumar Kedia Mukti Lal Priyanka

Partner Sr. VP & CFO Company Secretary

(Membership No. 055237) (Gurugram) (Gurugram)

Place : Kolkata

---

Mar 31, 2024

a) Buildings includes those on leasehold land (cost '' 12.05 crores, accumulated depreciation '' 1.97 crores and written down value '' 10.08 crores) as on March 31,2024,( cost '' 11.48 crores, accumulated depreciation '' 1.79 crores and written down value '' 9.70 crores) as on March 31,2023

b) Pursuant to the Scheme of arrangement between Transport Corporation of India Limited (TCIL) and TCI Express Limited (TCIEXPRESS) and their respective shareholders, 47 immovable properties are required to be transferred in the name of TCIEXPRESS from TCIL. Out of 47 immovable properties, 32 immovable properties (including one sold in earlier years) has been transferred in the name of TCIEXPRESS and rest 15 nos. immovable properties are in process of transfer. (refer note 46 and 47)

Capilalised Borowing Cost

The Company has not capitalised any borrowing costs during the year ended March 31,2024 and March 31,2023.

c ) Rights, preferences and restrictions attached to Equity Shares

The Company has only one class of equity share having a par value of '' 2/- per share. Each holder of equity shares is entitled to one vote per share held. The dividend proposed by Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend(s). In the event of liquidation, the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion of their shareholding.

As on March 31,2024, 28,653 equity shares (March 31, 2023, 3,57,631 equity shares) are lying in Demat Suspense Account of the Company. Dividend on these shares transferred into bank account linked with demat suspense account. The voting and beneficial rights of these shares are frozen till the rightful owner of such shares claims such unclaimed shares.(refer the Board''s and corporate governance report for further details with respect to unclaimed proceeds, dividend and transfer of dividend/share to the IEPF).

(f ) Share Reserved under Employee Stock Option Plan

The Shareholders in their meeting held on November 1,2016 have approved the resolution to create, grant, issue and offer 9,57,218 options representing 2.5% of the paid up share capital on that date of shareholders approval in form of options, in one or more tranches under ESOP Scheme 2016.

During the year, in respect of Option granted under the Employees Stock Option Scheme 2016 and in accordance with the guidelines issued by Securities and Exchange Board of India the accounting value of Option (based on fair value of share on the date of grant of option minus option price ) is accounted as a deferred employee compensation, which is amortised on straight line basis over the vesting period. Amortisation of deferred employee compensation are detailed as below:

March 31,2024 : '' 3.93 crores March 31,2023 '' 3.50 crores

(g) Equity shares movement in the period of five years immediately preceeding March 31 2024.

44,775 equity shares alloted to the eligible employees during the financial year 2019-20 79,125 equity shares alloted to the eligible employees during the financial year 2020-21 60,600 equity shares alloted to the eligible employees during the financial year 2021-22 50,800 equity shares alloted to the eligible employees during the financial year 2022-23

During the year, the Company has allotted 30,835 equity shares to the eligible employees pursuant to ESOP-2016.

(h) Equity shares reserved for issue under options

I nformation relating to Employee Stock Option issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period, is set out in Note 38B.

Nature and purpose of other reserves

Securities premium

The amount received in excess of the par value of equity shares has been classified as securities premium.

Employee’s stock options outstanding account

Under Employee stock option plan 2016, the share options outstanding account is used to record the fair value of equity-settled, share-based payment transactions with employees. The amounts recorded in share options outstanding account are transferred to securities premium upon exercise of stock options.

General reserve

The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provision of Companies Act 1956. Though under the Companies Act, 2013 transfer of profit to general reserve is not required.

Other comprehensive income reserve

It includes remeasurement of net defined benefit liability / asset, equity instruments fair valued through other comprehensive income, changes on fair valuation of investments and changes in fair value of derivatives designated as cash flow hedges, net of taxes.

Capital redeemption reserve

In accordance with Section 69 of the Indian Companies Act, 2013, the Company has created the Capital Redemption Reserve equal to the nominal value of the shares bought back as an appropriation from general reserve / retained earnings.

Deferred tax assets and deferred tax liabilities have been offset wherever the Company has a legally enforcable right to set off current tax assets against current tax liabilities and where the deferred tax assets and deferred tax liabilities relates to Income taxes levied by the same taxation authority.

a ) Security Details

Particulars of Nature of Security :

Working Capital Loans are secured by hypothecation of entire current assets, book debts as primary security alongwith equitable mortgage of land and building as collateral security situated at Visakhapatnam ( A.P.).

Disclosure of payable to vendors as defined under the "Micro , Small and Medium Enterprises Development Act, 2006 " is based on the information available wih company regarding the status of registration of such vendors under the said act, as per the intimation received from them on requests made by the Company. There are no overdue principal amounts/interest payable amounts for delayed payments to such vendors at the Balance Sheet date.

33 CONTINGENCIES AND COMMITMENTS (? in Crores)
Particulars	Year ended March 31,2024	Year ended March 31, 2023
A) Contingent liability:
I. Stamp duty/ octroi/ duty and other demands under dispute	19.72	19.72
II. Guarantees excluding financial guarantees	1.27	1.44
B) Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for ( net of advance) on tangible assets.	50.78	10.00

34 FINANCIAL INSTRUMENTS

A. Fair values hierarchy

The different levels of fair value have been defined below:

The fair value of financial instruments has been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities [Level 1 measurements] and lowest priority to unobservable inputs [Level 3 measurements].

The categories used are as follows:

Level 1: Quoted prices for identical instruments in an active market;

Level 2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level 1 inputs; and

Level 3: Inputs which are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a net asset value or valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor they are based on available market data.

The carrying amounts and fair values of financial instruments by category are as follows:

i) The management assessed that fair values of cash and cash equivalents, trade receivables, other receivables, short term borrowings, trade payables and other current financial liabilities are approximate of their respective carrying amounts, largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included in the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

ii) The fair values of loans, security deposits, borrowings and other financial assets and liabilities are considered to be the same as their carrying values, as there is no material change in the lending rates.

a. Valuation process and technique used to determine fair value

i) I n order to arrive at the fair value of unquoted investments, the Company obtains independent valuations. The techniques used by the valuer are as follows:

a) Asset approach - Net assets value method

b) Income approach - Discounted cash flow (“DCF”) method

c) Market approach - Enterprise value/sales multiple method

b. Significant unobservable inputs used in Level 3 fair values and sensitivity of the closing values as at end of reporting period to such inputs is as below :

35 REVENUE FROM CONTRACTS WITH CUSTOMERS

Indian Accounting Standard 115 Revenue from Contracts with Customers (“Ind AS 115”), establishes a framework for determining whether, how much and when revenue is recognised and requires disclosures about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts. Under Ind AS 115, revenue is recognised through a 5-step approach:

(i) Identify the contract(s) with customer;

(ii) Identify separate performance obligations in the contract;

(iii) Determine the transaction price;

(iv) Allocate the transaction price to the performance obligations; and

(v) Recognise revenue when a performance obligation is satisfied.

The standard is applied only to contracts that are not completed as at March 31,2024.

Performance obligation of the Company

In case of freight service there is only one performance obligation of the Company i.e. to carry express cargo distribution. The Company recognizes revenue over time during which the services are being delivered.

Revenue from services rendered is recognised in proportion to the stage of completion of the transaction at the reporting date when the outcome of the transaction can be estimated reliably.

36 RISK MANAGEMENT

The Company''s financial risk management is an integral part of how to plan and execute its business strategies.

The Company’s risk management is carried out by a central team at the Corporate Office comprising of chief financial officer, credit controller and other members of the finance/credit control function under policies approved by the Board of Directors. All receipts and payments are maintained at centralised bank account, thus resulting in mitigating the credit risk and liquidity risk.

A. CREDIT RISK

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company’s exposure to credit risk is influenced mainly by short term investments, trade receivables, cash and cash equivalents and other financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.

Credit risk rating

The Company assesses and manages credit risk of financial assets based on following categories arrived on the basis of assumptions, inputs and factors specific to the class of financial assets.

A : No risk B: Low credit risk C: Moderate credit risk D: High credit risk

Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on past credit loss experience with customers and considering differences between current and historical economic conditions.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company or debtor declaring bankruptcy or customer closing down the business. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment to attempt to recover the receivable due. Where recoveries are made, these are recognised as income in statement of profit and loss.

Cash and cash equivalents and bank term deposits

Credit risk related to cash and cash equivalents and bank term deposits is managed by only accepting highly rated banks being assigned by credit rating agencies.

Investments

Majority of the Company''s investments are fair valued based on Level 1 inputs. These investment primarily include investment in equity shares, liquid mutual fund units, Commercial papers, quoted bonds issued by various corporates including quasigovernment organisations. The Company invest after considering counterparty risks based on multiple criteria including Credit rating, profitability and deposit base of banks and financial institutions.

Trade receivables

The Company closely monitors the credit-worthiness of the debtors through IT driven internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts and stipulated days. Moreover, given the diverse nature of the Company’s businesses trade receivables are spread over a number of customers with no significant concentration of credit risk. No single customer accounted for 3% or more of the trade receivables in any of the years presented. The Company assesses increase in credit risk on an ongoing basis for amounts receivable that become past due and default is considered to have occurred when amounts receivable become one year past due.

Other financial assets measured at amortised cost

Other financial assets measured at amortised cost includes security deposits and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously.

Financial assets are considered to be of good quality and there is no significant increase in credit risk.

Credit risk exposure

Provision for expected credit losses

The Company provides for 12 month expected credit losses for following financial assets -

B. LIQUIDITY RISK

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.

Management monitors rolling forecasts of the company’s liquidity position and cash and cash equivalents on the basis of expected cash flows.

i) Financing arrangements

The Company principal source of liquidity are cash and cash equivalent, short term investments and the cash flow that is generating from operations. The company believes that the following short term financial assets and unused working capital limits of '' 45.00 crores with consortium bankers are sufficient to meet its financial liabilities within the maturity period.

C. MARKET RISK

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowings.

a) Interest Rate risk i) Liabilities

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates. In order to optimize the company''s position with regards to interest income and interest expenses and to manage the interest rate risk, management performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

The Company''s policy is to minimise interest rate cash flow risk exposures on long-term and short term financing. At 31^st March, 2023, the Company is exposed to changes in market interest rates through bank borrowings at variable interest rates.

Sensitivity

The following table illustrates the sensitivity of profit and equity to a possible change in interest rates of /- 1% (March 31,2024: /- 1%; March 31,2023). These changes are considered to be reasonably possible based on observation of current market conditions. The calculations are based on a change in the average market interest rate for each period, and the financial instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held constant.

37 CAPITAL MANAGEMENT

The Company aims to manage its capital efficiently

- to ensure the Company''s ability to continue as a going concern

- to optimise returns to its shareholders

The Company manages the capital structure through efficient allocation of capital towards expansion of business, optimization of working capital requirements and deployment of surplus funds into various investment options . In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, issue new shares or return capital to shareholders.

The Company''s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

38 A. EMPLOYEE BENEFIT OBLIGATIONS (ON THE BASIS OF ACTUARIAL VALUATION)

1) Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. For the funded plan the company makes contributions to recognised funds in India. The company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.

The weighted average duration of the defined benefit obligation as at March 31,2024 is 13 years ( March 31,2023: 13 years)

The amounts recognised in the Statement of Financial Position and the movements in the net defined benefit obligation over the year are as follows:

Defined Contribution Plans

The Company make contribution to state governed provident fund scheme, employee state insurance scheme and labour welfare fund scheme, and are considered as defined contribution plans. The contribution under the schemes are recognised as an expense in the Statement of Profit and Loss, when an employee renders the related service. There are no other obligations other than the contribution payable to the respective funds.

2) Leave Obligations

The leave obligations cover the Company liability for earned leaves, since the Company does not have an unconditional right to defer settlement for any of these obligations. However based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months, therefore based on the independent actuarial report, only a certain amount of provision has been presented as current and remaining as noncurrent leave obligation. The following amounts reflect leave that is not expected to be taken or paid within the next 12 months.

B Employees Stock Option Plan

The Company during the year has granted 42,500 Stock Options to its eligible employees.The Company in accordance with the Employee Stock Option Plan-2016, vesting period being 1,2 & 3 years from the date of grant and the exercise period being one year from the date on which the options are eligible for exercise. Holder of each option is eligible for one fully paid equity share of the Company of the face value of '' 2 each on payment of '' 750 per share, the exercise price. The fair value of option determined on the date of grant is '' 904.55 based on Black Scholes methodology. The impact of above for the years are '' 3.84 crores. Accordingly, the provision and disclosure have been considered in the Financial Statements.

39 LEASES

Lease liability is initially measured at the present value of future lease payments. Lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. Lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability and reducing the carrying amount to reflect the lease payments made. Right of use assets for leases previously classified as operating leases were recognised and measured at an amount equal to lease liability (adjusted for any related prepayments/accruals);

41 SEGMENT REPORTING

As the Company''s main business activity falls with in a single primary business segment viz. “Express Cargo” the disclosure requirements of Segment Reporting as per Indian Accounting Standard - 108 are not applicable.

42 Various parties accounts are subject to confirmation and reconciliation, wherever required

43 Previous year figures have been regrouped/rearranged wherever considered necessary

46 IMMOVABLE PROPERTIES INVOLVED IN SCHEME OF ARRANGEMENT:

Pursuant to Scheme of Arrangement between Transport Corporation of India Limited (TCIL) and TCI Express Limited (TCIEXPRESS) and their respective shareholders, 47 immovable Properties are required to be transferred in the name of TCIEXPRESS from TCIL. Out of 47 immovable properties, 32 properties (including one sold in earlier year) has been transferred in the name of TCIEXPRESS and rest of the 15 immovable properties are in process of transfer.

d) Benami property

The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

e) Registration of charges or satisfaction with Registrar of Companies

The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

f) Details of crypto currency or virtual currency

The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

g) Utilisation of borrowed funds and share premium

The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

h) Compliance with number of layers of companies

The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).

i) Revaluation of PPE

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible asset.

j) Undisclosed income

There were no previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

---

Mar 31, 2023

Rights/Preferences/Restrictions Attached to Equity Shares

The Company has only one class of Equity share having a par value of '' 2/- per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by Board of Directors is subject to the approval of the shareholders in the Annual General Meeting, except in case of interim dividend(s).

In the event of liquidation, the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion of their shareholding.

As on 31^st March, 2023, 3,57,631 Equity shares (31^st March, 2022, 3,60,310 Equity shares) are lying in Demat Suspense Account of the Company. Dividend on these shares transferred into bank account linked with demat suspense account. The voting and beneficial rights of these shares are

Share Reserved under Employee Stock Option Plan

The Shareholders in their meeting held on November 1, 2016 have approved the resolution to create, grant, issue and offer 9,57,218 options representing 2.5% of the paid up share capital on that date of shareholders approval in form of options, in one or more tranches under ESOP Scheme 2016.

During the year, in respect of Option granted under the Employees Stock Option Scheme 2016 and in accordance with the guidelines issued by Securities and Exchange Board of India the accounting value of Option (based on fair value of share on the date of grant of option minus option price) is accounted as a deferred employee compensation, which is amortised on straight line basis over the vesting period. Amortisation of deferred employee compensation are detailed as below:

31^st March, 2023 : '' 3.50 crores 31^st March, 2022 '' 3.29 crores

(g) Equity shares movement in the period of five years immediately preceeding March 31 2023.

As per the Scheme of Arrangement, 3,80,36,800 equity shares issued to shareholders of Transport Corporation of India Limited on August 31,2016.

251,925 shares alloted to erstwhile employees of Transport Corporation of India Limited against Employees Stock Option exercised by them during the financial year 2016-17.

21,900 Equity shares alloted to eligible employees during the financial year 2018-19 44,775 Equity shares alloted to the eligible employees during the financial year 2019-20 79,125 Equity shares alloted to the eligible employees during the financial year 2020-21 60,600 Equity shares alloted to the eligible employees during the financial year 2021-22

During the year, the Company has allotted 50,800 Equity shares to the eligible employees pursuant to ESOP-2016 Equity shares extinguished on buy-back

The Board, at its meeting held on May 27, 2022, approved the buyback of equity shares, from the open market route through the Indian Stock Exchanges, amounting to '' 75 crore (Maximum Buyback Size, excluding buyback tax) at a price not exceeding '' 2,050 per share (Maximum Buyback Price), subject to shareholder''s approval in the ensuing Annual General Meeting (AGM).

The shareholders approved the proposal of buyback of equity shares recommended by its Board of Directors in the AGM held on 3^rd Aug, 2022.

The buyback was offered to all eligible equity shareholders of the Company (other than the Promoters, the Promoter Group and Persons in Control of the Company) under the Open market route through the stock exchanges (NSE and BSE). The buyback of equity shares through the stock exchange. The buyback of equity shares commenced on Aug 18, 2022 ans was completed on Feb 13, 2023. During this buyback period, the Company had purchased and extinguished a total of 234275 equity shares from the stock exchangess at a volume weighted average buyback price of '' 1813.58 per equity share comprising 0.61% of the pre-buyback paid-up equity share capital of the Company. The buyback resulted in a cash outflow of '' 42.49 crores (excluding transaction cost and tax on buyback).

The Company funded the buyback from its free reserves, including Securities Premium, as explained in Section 68 of the Companies Act, 2013.

In accordance with section 69 of the Companies Act 2013, as at March 2022, the Company has created a Capital Redemption Reserve of ''.05 crore equal to nominal value of the above shares bought back as an appropriation from the general reserve.

Nature and purpose of other reserves Securities premium

Securities premium represents premium received on issue of shares under ESOP scheme 2016. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Employee’s stock options outstanding account

The account is used to recognise the grant date value of options issued to employees under Employee stock option plan 2016 and adjusted as and when such options are exercised and/or otherwise expired.

33 Contingencies and Commitments		(? in Crores)
Particulars	Year ended 31st March, 2023	Year ended 31st March, 2022
(A) Contingent liabilities I Stamp duty/ octroi/ duty and other demands under dispute	19.72	21.42
II Guarantees excluding financial guarantees	1.44	1.00
(B) Commitments Estimated amount of contracts remaining to be executed on capital account	10.00	15.00
and not provided for ( net of advance) on tangible assets.

34 Financial Instruments A. Fair values hierarchy

The different levels of fair value have been defined below:

The fair value of financial instruments has been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities [Level 1 measurements] and lowest priority to unobservable inputs [Level 3 measurements].

The categories used are as follows:

Level 1: Quoted prices for identical instruments in an active market;

Level 2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level 1 inputs; and

Level 3: Inputs which are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a net asset value or valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor they are based on available market data.

(i) The management assessed that fair values of cash and cash equivalents, trade receivables, other receivables, short term borrowings, trade payables and other current financial liabilities are approximate of their respective carrying amounts, largely due to the shortterm maturities of these instruments. The fair value of the financial assets and liabilities is included in the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

(ii) The fair values of loans, security deposits, borrowings and other financial assets and liabilities are considered to be the same as their carrying values, as there is no material change in the lending rates.

Performance obligation of the Company

In case of freight service there is only one performance obligation of the Company i.e. to carry express cargo distribution. The Company recognizes revenue over time during which the services are being delivered.

Revenue from services rendered is recognised in proportion to the stage of completion of the transaction at the reporting date when the outcome of the transaction can be estimated reliably.

36 Risk Management

The Company''s financial risk management is an integral part of how to plan and execute its business strategies.

The Company''s risk management is carried out by a central team at the Corporate Office comprising of chief financial officer, credit controller and other members of the finance/credit control function under policies approved by the Board of Directors. All receipts and payments are maintained at centralised bank account, thus resulting in mitigating the credit risk and liquidity risk.

A. CREDIT RISK

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company''s exposure to credit risk is influenced mainly by short term investments, trade receivables, cash and cash equivalents and other financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.

Credit risk rating

The Company assesses and manages credit risk of financial assets based on following categories arrived on the basis of assumptions, inputs and factors specific to the class of financial assets.

A : No Risk B: Low credit risk C: Moderate credit risk D: High credit risk

Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on past credit loss experience with customers and considering differences between current and historical economic conditions.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company or debtor declaring bankruptcy or customer closing down the business. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment to attempt to recover the receivable due. Where recoveries are made, these are recognised as income in statement of profit and loss.

Cash and cash equivalents and bank term deposits

Credit risk related to cash and cash equivalents and bank term deposits is managed by only accepting highly rated banks being assigned by credit rating agencies.

Investments

Majority of the Company''s investments are fair valued based on Level 1 inputs. These investment primarily include investment in liquid mutual fund units, Commercial papers, quoted bonds issued by quasi-government organisations. The Company invest after considering counterparty risks based on multiple criteria including Credit rating, profitability and deposit base of banks and financial institutions.

Trade receivables

The Company closely monitors the credit-worthiness of the debtors through IT driven internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts and stipulated days. Moreover, given the diverse nature of the Company''s businesses trade receivables are spread over a number of customers with no significant concentration of credit risk. No single customer accounted for 3% or more of the trade receivables in any of the years presented. The Company assesses increase in credit risk on an ongoing basis for amounts receivable that become past due and default is considered to have occurred when amounts receivable become one year past due.

Other financial assets measured at amortised cost

Other financial assets measured at amortised cost includes security deposits and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously.

Financial assets are considered to be of good quality and there is no significant increase in credit risk.

Credit risk exposure

Provision for expected credit losses

The Company provides for 12 month expected credit losses for following financial assets -

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.

Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows. (i) Financing arrangements

The Company principal source of liquidity are cash and cash equivalent, short term investments and the cash flow that is generating from operations. The company believes that the following short term financial assets and unused working capital limits of '' 45.00 crores with consortium bankers are sufficient to meet its financial liabilities within the maturity period.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowings.

a) Interest rate risk i) Liabilities

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates. In order to optimize the company''s position with regards to interest income and interest expenses and to manage the interest rate risk, management performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

The Company''s policy is to minimise interest rate cash flow risk exposures on long-term and short term financing. At 31^st March, 2023, the Company is exposed to changes in market interest rates through bank borrowings at variable interest rates.

Sensitivity

The following table illustrates the sensitivity of profit and equity to a possible change in interest rates of /- 1% ( 31^st March, 2023: /- 1%; 31^st March, 2022). These changes are considered to be reasonably possible based on observation of current market conditions. The calculations are based on a change in the average market interest rate for each period, and the financial instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held constant.

37 Capital Management

The Company aims to manage its capital efficiently

- to ensure the Company''s ability to continue as a going concern

- to optimise returns to its shareholders

The Company manages the capital structure through efficient allocation of capital towards expansion of business, optimization of working capital requirements and deployment of surplus funds into various investment options. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, issue new shares or return capital to shareholders.

The Company''s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

38 A. Employee Benefit Obligations ( on the basis of Actuarial Valuation) (? in Crores)

1) Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. For the funded plan the company makes contributions to recognised funds in India. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.

The weighted average duration of the defined benefit obligation as at 31^st March, 2023 is 13 years (31^st March, 2022: 14 years)

The amounts recognised in the statement of financial position and the movements in the net defined benefit obligation over the year are as follows:

The Company make contribution to state governed provident fund scheme, employee state insurance scheme and labour welfare fund scheme, and are considered as defined contribution plans. The contribution under the schemes are recognised as an expense in the statement of profit and loss, when an employee renders the related service. There are no other obligations other than the contribution payable to the respective funds.

2) Leave Obligations

The leave obligations cover the Company liability for earned leaves, since the Company does not have an unconditional right to defer settlement for any of these obligations. However based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months. Therefore based on the independent actuarial report, only a certain amount of provision has been presented as current and remaining as non-current leave obligation. The following amounts reflect leave that is not expected to be taken or paid within the next 12 months.

The Company during the year has granted 42,250 Stock Options to its eligible employees.The Company in accordance with the Employee Stock Option Plan-2016, vesting period being 1, 2 & 3 years from the date of grant and the exercise period being one year from the date on which the options are eligible for exercise. Holder of each option is eligible for one fully paid equity share of the Company of the face value of '' 2 each on payment of '' 800 per share, the exercise price. The fair value of option determined on the date of grant is '' 967.53 based on Black Scholes methodology. The impact of above for the years are '' 4.09 crores. Accordingly, the provision and disclosure have been considered in the financial statements.

39 Leases

Lease liability is initially measured at the present value of future lease payments. Lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. Lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability and reducing the carrying amount to reflect the lease payment made. Right of use assets for leases previously classified as operating leases were recognised and measured at an amount equal to lease liability (adjusted for any related prepayments/accruals).

41 SEGMENT REPORTING

As the Company''s main business activity falls with in a single primary business segment viz. “Express Cargo” the disclosure requirements of Segment Reporting as per Indian Accounting Standard - 108 are not applicable.

42 Various parties accounts are subject to confirmation and reconciliation, wherever required.

43 Previous year figures have been regrouped/rearranged wherever considered necessary.

46 Immovable Properties Involved in Scheme of Arrangement:

Pursuant to Scheme of Arrangement between Transport Corporation of India Limited (TCIL) and TCI Express Limited (TCIEXPRESS) and their respective shareholders, 47 immovable properties are required to be transferred in the name of TCIEXPRESS from TCIL. Out of 47 immovable properties, 31 properties has been transferred in the name of TCIEXPRESS and rest of the immovable properties are in process of transfer.

(d) Benami property

The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

( e) Registration of charges or satisfaction with Registrar of Companies

The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(f) Details of crypto currency or virtual currency

The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

(g) Utilisation of borrowed funds and share premium

The Company have not received any fund from any person(s) or entity (ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries..

(h) Compliance with number of layers of companies

The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).

(i) Revaluation of PPE

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible asset.

(j) Undisclosed income

There were no previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

The accompanying notes 1 to 47 are an integral part of the standalone financial statements.

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Mar 31, 2022

a) Buildings includes those on leasehold land (cost '' 8.96 Crores, accumulated depreciation '' 1.74 Crores and written down value '' 7.22 Crores) as on 31st March, 2022,( cost '' 9.25 Crores, accumulated depreciation '' 1.67 Crores and written down value '' 7.58 Crores) as on 31st March, 2021

b) Pursuant to Scheme of arrangement between Transport Corporation of India Limited (TCIL) and TCI Express Limited (TCIEXPRESS) and their respective shareholders, 47 immovable properties are required to be transferred in the name of TCIEXPRESS. Out of 47 Immovable properties, 29 immovable properties has been transferred in the name of TCIEXPRESS and rest of the immovable properties are in process of transfer. (refer note 47 and 48)

c) Rights/Preferences/Restrictions attached to equity shares

The Company has only one class of equity share having a par value of '' 21- per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by Board of Directors is subject to the approval of the shareholders in the Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion of their shareholding.

As on 31st March, 2022, 3,60,310 equity shares (31st March, 2021,3,62,265 equity shares) are lying in Demat Suspense Account of the Company. Dividend on these shares transferred into bank account linked with demat suspense account. The voting and beneficial rights of these shares are frozen till the rightful owner of such shares claims such unclaimed shares.

f) Share Reserved under Employee Stock Option Plan

The Shareholders in their meeting held on 1st November, 2016 have approved the resolution to create, grant, issue and offer 9,57,218 options representing 2.5% of the paid up share capital on that date of shareholders approval in form of options, in one or more tranches under ESOP Scheme 2016.

During the year, in respect of option granted under the Employees Stock Option Scheme 2016 and in accordance with the guidelines issued by Securities and Exchange Board of India the accounting value of option (based on fair value of share on the date of grant of option minus option price ) is accounted as a deferred employee compensation, which is amortized on straight line basis over the vesting period. amortization of deferred employee compensation are detailed as below:

31st March, 2022 : '' 3.29 Crores 31st March, 2021 '' 1.78 Crores

g) In the period of five years immediately preceeding 31st March, 2022 :

As per the Scheme of Arrangement, 3,80,36,800 equity shares issued to shareholders of Transport Corporation of India Limited on 31st August, 2016.

251,925 shares alloted to erstwhile employees of Transport Corporation of India Limited against Employees Stock Option exercised by them during the financial year 2016-17.

21,900 equity shares alloted to eligible employees during the financial year 2018-19 44,775 equity shares alloted to the eligible employees during the financial year 2019-20 79,125 equity shares alloted to the eligible employees during the financial year 2020-21

During the year, the Company has allotted 60,600 equity shares to the eligible employees pursuant to ESOP-2016

Nature and purpose of other reserves Securities premium

Securities premium represents premium received on issue of shares under ESOP The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Employee''s stock options outstanding account

The account is used to recognize the grant date value of options issued to employees under Employee stock option plan 2016 and adjusted as and when such options are exercised or otherwise expire.

General reserve

The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provision of Companies Act 1956. Though under the Companies Act, 2013 transfer of profit to general reserve is not required.

(a) Security details

Particulars of nature of security :

Working capital loans are secured by hypothecation of entire current assets, book debts as primary security alongwith equitable mortgage of certain land and building as collateral security situated at Sanjay Gandhi Transport Nagar New Delhi, Transport Nagar Lucknow, Transport Nagar, Allahabad.

~| FINANCIAL INSTRUMENTS A. Fair values hierarchy

The different levels of fair value have been defined below:

The fair value of financial instruments has been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities [Level 1 measurements] and lowest priority to unobservable inputs [Level 3 measurements].

The categories used are as follows:

Level 1: Quoted prices for identical instruments in an active market;

Level 2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level 1 inputs; and

Level 3: Inputs which are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a net asset value or valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor they are based on available market data.

(i) The management assessed that fair values of cash and cash equivalents, term deposits, trade receivables, other receivables, short term borrowings, trade payables and other current financial liabilities are approximate of their respective carrying amounts, largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included in the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

(ii) The fair values of loans, security deposits, borrowings and other financial assets and liabilities are considered to be the same as their carrying values, as there is no material change in the lending rates.

Performance obligation of the Company

In case of freight service there is only one performance obligation of the Company i.e. to carry express cargo distribution. The Company recognizes revenue over time during which the services are being delivered.

Revenue from services rendered is recognized in proportion to the stage of completion of the transaction at the reporting date when the outcome of the transaction can be estimated reliably.

~| RISK MANAGEMENT

The Company''s financial risk management is an integral part of how to plan and execute its business strategies.

The Company''s risk management is carried out by a central team at the Corporate Office comprising of chief financial officer, credit controller and other members of the finance/credit control function under policies approved by the Board of Directors. All receipts and payments are maintained at centralised bank account, thus resulting in mitigating the credit risk and liquidity risk.

A. CREDIT RISK

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company''s exposure to credit risk is influenced mainly by short term investment, trade receivable, cash and cash equivalents and other financial assets measured at amortized cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.

Credit risk rating

The Company assesses and manages credit risk of financial assets based on following categories arrived on the basis of assumptions, inputs and factors specific to the class of financial assets.

A : No risk B: Low credit risk C: Moderate credit risk D: High credit risk

Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on past credit loss experience with customers and considering differences between current and historical economic conditions.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company or debtor declaring bankruptcy or customer closing down the business. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment to attempt to recover the receivable due. Where recoveries are made, these are recognized as income in statement of profit and loss.

Investments

Majority of the Company''s investments are fair valued based on Level 1 inputs. These investment primarily include investment in liquid mutual fund units, Commercial papers, quoted bonds issued by quasi government organisations. The Company invest after considering counterparty risks based on multiple criteria including credit rating, profitability and deposit base of banks and financial institutions.

Trade receivables

The Company closely monitors the credit-worthiness of the debtors through IT driven internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts and stipulated days. Moreover, given the diverse nature of the Company''s businesses trade receivables are spread over a number of customers with no significant concentration of credit risk. No single customer accounted for 5% or more of the trade receivables in any of the years presented. The Company assesses increase in credit risk on an ongoing basis for amounts receivable that become past due and default is considered to have occurred when amounts receivable become one year past due

Other financial assets measured at amortized cost

Other financial assets measured at amortized cost includes security deposits and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously.

Financial assets are considered to be of good quality and there is no significant increase in credit risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.

Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows.

(i) Financing arrangements

The Company principal source of liquidity are cash and cash equivalent, short term investments and the cash flow that is generating from operations. The company believes that the following short term financial assets and unused working capital limits of Rs 45.00 crores with consortium bankers are sufficient to meet its financial liabilities within the maturity period.

(ii) Contractual maturities of financial liabilities

The tables below analyze the financial liabilities into relevant maturity groupings based on their contractual maturities.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowings. a) Interest Rate risk i) Liabilities

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates. In order to optimize the Company''s position with regards to interest income and interest expenses and to manage the interest rate risk, management performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

The Company''s policy is to minimize interest rate cash flow risk exposures on long-term and short term financing. At 31st March, 2022, the Company is exposed to changes in market interest rates through bank borrowings at variable interest rates.

~| CAPITAL MANAGEMENT

The Company aims to manage its capital efficiently

- to ensure the Company''s ability to continue as a going concern

- to optimize returns to its shareholders

The Company manages the capital structure through efficient allocation of capital towards expansion of business, optimization of working capital requirements and deployment of surplus funds into various investment options . In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, issue new shares or returm capital to shareholder.

The Company''s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

39| A Employee benefit obligations (on the basis of Actuarial Valuation)

1 Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. For the funded plan the Company makes contributions to recognized funds in India. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.

The weighted average duration of the defined benefit obligation as at 31st March, 2022 is 14 years (31st March, 2021: 14 years)

Defined contribution plans

The Company make contribution to state governed provident fund scheme, employee state insurance scheme and labour welfare fund scheme, and are considered as defined contribution plans. The contribution under the schemes are recognized as an expense in the Statement of Profit and Loss, when an employee renders the related service. There are no other obligations other than the contribution payable to the respective funds.

~| SEGMENT REPORTING

As the Company''s main business activity falls with in a single primary business segment viz. "Express Cargo” the disclosure requirements of Segment Reporting as per Indian Accounting Standard - 108 are not applicable.

43| Various parties accounts are subject to confirmation and reconciliation, wherever required.

4^ Previous year figures have been regrouped/rearranged wherever considered necessary.

~| IMMOVABLE PROPERTIES INVOLVED IN SCHEME OF ARRANGEMENT

Pursuant to Scheme of Arrangement between Transport Corporation of India Limited (TCIL) and TCI Express Limited (TCIEXPRESS) and their respective shareholders, 47 immovable properties are required to be transferred in the name of TCIEXPRESS from TCIL. Out of 47 immovable properties, 29 properties has been transferred in the name of TCIEXPRESS and rest of the immovable properties are in process of transfer.

(c) Transactions with struck off companies

The Company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.

(d) Benami property

The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(e) Registration of charges or satisfaction with Registrar of Companies

The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(f) Details of crypto currency or virtual currency

The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

(g) Utilisation of borrowed funds and share premium

The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(h) Compliance with number of layers of companies

The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).

(i) Revaluation of PPE

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible asset.

(j) Undisclosed income

There were no previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

The accompanying summary of significant accounting policy and other explanatory notes are an integral part of the financial statements

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Mar 31, 2018

(a) Rights/Preferences/Restrictions attached to Equity Shares

The Company has only one class of Equity Share having a par value of RS.2/- per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by Board of Directors is subject to the approval of the shareholders, except in case of Interim Dividend. In the event of liquidation, the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts in proportion of their shareholding.

(b ) Share Reserved under Employee Stock Option Plan

The Shareholders in their meeting held on November 1, 2016 have approved the resolution to create, grant, issue and offer 957216 options representing 2.5% of the paid up share capital as on date of shareholders approval in form of options, in one or more tranches under ESOP Scheme 2016. Pursuant to the above, the Nomination and Remuneration Committee in its meeting held on May 23, 2017 have granted 73000 options to eligible employees under ESOP Scheme 2016.

During the year, in respect of Option granted under the Employees Stock Option Scheme 2016 and in accordance with the guidelines issued by Securities and Exchange Board of India the accounting value of Option (based on fair value of share on the date of grant of option minus option price ) is accounted as a deferred employee compensation, which is amortised on straight line basis over the vesting period. Consequently employee benefit expenses includes RS.8317700/- being amortisation of deferred employee compensation.

(c) In the period of five years immediately preceeding March 31 2018 :

As per the Scheme of Arrangement, 38036800 equity shares issued to shareholders of Transport Corporation of India Limited on August 31, 2016.

251,925 Shares alloted to erstwhile employees of Transport Corporation of India Limited agaisnt Employees Stock Option exercised by them during the financial year 2016-17.

Nature and purpose of other reserves Employee’s Stock Options Outstanding Account

The account is used to recognise the grant date value of options issued to employees under Employee Stock Option Plan. Other Comprehensive Income (OCI) Reserve:

The Company has recognised remeasurements benefits on defined benefits plans through Other Comprehensive Income.

The categories used are as follows:

Level 1: Quoted prices for identical instruments in an active market;

Level 2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level 1 inputs; and Level 3: Inputs which are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a net asset value or valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

Fair value of instruments measured at amortised cost

(i) The management assessed that fair values of cash and cash equivalents, trade receivables, other receivables, short term borrowings, trade payables and other current financial liabilities approximate their respective carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

(ii) The fair values of loans, security deposits, borrowings and other financial assets and liabilities are considered to be the same as their carrying values, as there is an immaterial change in the lending rates.

1 RISK MANAGEMENT

The Company’s activities expose it to credit risk, liquidity risk and market risk. The management has the overall responsibility for the establishment and oversight of the Company’s risk management framework. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

The Company’s risk management is carried out by a central team at the Corporate Office comprising of chief financial officer, credit controller and other members of the finance/credit control function under policies approved by the Board of Directors. All receipts and payments are maintained at centralised bank account, thus resulting in mitigating the credit risk and liquidity risk.

A. CREDIT RISK

Credit risk is the risk that a counter party fails to discharge its obligation to the Company. The Company’s exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counter parties and incorporates this information into its credit risk controls.

Credit risk management

Credit risk rating

The Company assesses and manages credit risk of financial assets based on following categories arrived on the basis of assumptions, inputs and factors specific to the class of financial assets.

A : No Risk B: Low credit risk C: Moderate credit risk D: High credit risk

The Company provides for expected credit loss based on the following:

Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on past credit loss experience with customers and considering differences between current and historical economic conditions.

Assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company or debtor declaring bankruptcy or customer closing down the business. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognised in statement of profit and loss.

Cash and cash equivalents and bank deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks.

Trade receivables

The Company closely monitors the credit-worthiness of the debtors through IT driven internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts and stipulated days. Moreover, given the diverse nature of the Company’s businesses trade receivables are spread over a number of customers with no significant concentration of credit risk. No single customer accounted for 3% or more of the trade receivables in any of the years presented. The Company assesses increase in credit risk on an ongoing basis for amounts receivable that become past due and default is considered to have occurred when amounts receivable become one year past due

Other financial assets measured at amortised cost

Other financial assets measured at amortised cost includes loans and advances to employees, security deposits and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously

Credit risk exposure

Provision for expected credit losses

The Company provides for 12 month expected credit losses for following financial assets -

B. LIQUIDITY RISK

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.

Management monitors rolling forecasts of the liquidity position and cash and cash equivalents on the basis of expected cash flows.

(ii) Contractual Maturities of financial liabilities

The tables below analyse the financial liabilities into relevant maturity groupings based on their contractual maturities.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

C. MARKET RISK

a) Interest Rate risk i) Liabilities

The Company’s policy is to minimise interest rate cash flow risk exposures on long-term and short term financing. At March 31, 2018, the Company is exposed to changes in market interest rates through bank borrowings at variable interest rates.

Sensitivity

The following table illustrates the sensitivity of profit and equity to a possible change in interest rates of /- 1% (31 March 2017: /- 1%; 1 April 2016: /- 1%). These changes are considered to be reasonably possible based on observation of current market conditions. The calculations are based on a change in the average market interest rate for each period, and the financial instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held constant.

2 CAPITAL MANAGEMENT

The Company’ s capital management objectives are

- to ensure the Company’s ability to continue as a going concern

- to provide an adequate return to shareholders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.

Management assesses the Company’s capital requirements in order to maintain an efficient overall financing structure while keeping very low leverage by putting a cap on capital expenditure within the limit of internal accruals. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, reduction in capital expenditure or issue new shares.

3 EMPLOYEE BENEFIT OBLIGATIONS

1) Gratuity

The group provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. For the funded plan the group makes contributions to recognised funds in India. The group does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.

The weighted average duration of the defined Benefit Obligation as at 31 March 2018 is 19 years (31 March 2017: 19 years)

The amounts recognised in the Statement of Financial Position and the movements in the net defined benefit obligation over the year are as follows:

Defined Contribution Plans

The Company’s Officer’s state governed Provident Fund Scheme, Employee State Insurance Scheme and Labour Welfare Fund scheme are considered as defined contribution plans. The contribution under the schemes is recognised as an expense in the Statement of Profit and Loss, when an employee renders the related service. There are no other obligations other than the contribution payable to the respective funds

2) Leave Obligations

The leave obligations cover the Company liability for earned leaves. Since the Company does not have an unconditional right to defer settlement for any of these obligations. However based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months, therefore based on the independent actuarial report, only a certain amount of provision has been presented as current and remaining as non-current.The following amounts reflect leave that is not expected to be taken or paid within the next 12 months.

4. ALLOTMENT OF SHARES, PURSUANT TO SCHEME OF ARRANGEMENT

Pursuant to the Scheme of arrangement under section 391 to 394 of the Companies Act 1956 for demerger of the XPS undertaking of Transport Corporation of India Limited as a going concern into TCI express Limited was sanctioned by the Hon’ble High court of Telangana and Andhara Pradesh on 14 June, 2016 and the Scheme became effective from the appointed date at the Close business hours of 31st March 2016. Subsequently, the Board of Directors of the Company issued and allotted 3,80,36,800 Equity Shares of RS.2/- each to the shareholders of Transport Corporation of India Limited.

5. LEASES

Operating Lease:

In case of assets taken on lease

The Company has taken space on lease for use as sorting centres/branch operation/admin offices. There are no restrictions imposed on the Company under the lease arrangement. There are no sub-leases.

6. SEGMENT REPORTING

As the Company’s main business activity falls with in a single primary Business segment viz. “Express Cargo” the disclosure requirements of Segment Reporting as per Indian Accounting Standard - 108 are not applicable.

7. Various parties accounts are subject to confirmation and reconciliation, wherever required.

8. Previous year figures have been regrouped/rearranged wherever considered necessary.

9. RECENT ACCOUNTING PRONOUNCEMENTS

Appendix B to Ind AS 21, Foreign currency transactions and advance consideration: On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency. The amendment will come into force from April 1, 2018. The Company has evaluated the effect of this on the financial statements and the impact is not material.

Ind AS 115- Revenue from Contract with Customers: On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further, the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.

The standard permits two possible methods of transition:

Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8- Accounting Policies, Changes in Accounting Estimates and Errors;

Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch - up approach) The effective date for adoption of Ind AS 115 is financial periods beginning on or after April 1, 2018.

The Company will adopt the standard on April 1, 2018 by using the cumulative catch-up transition method and accordingly comparatives for the year ending or ended March 31, 2018 will not be retrospectively adjusted. The effect on adoption of Ind AS 115 is expected to be insignificant.

10. FIRST TIME ADOPTIONS

Explanation of transition to Ind AS

These are the first financial statements prepared in accordance with Ind /AS.

The financial Statements for the year ended 31 March 2018 are the first the Compay has prepared in accordance with Ind AS. For periods upto and including the year ended 31 March 2016, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act, 2013, read together with paragrapRs.7 of teh Companies (Accounts ) Rules, 2014 (Indian GAAP). Accordingly, the Company has prepared financials statements which comply with Ind AS applicable for the period ending on 31 March 2018, together with the comparative period data at and for the year ended 31 March 2017, as described in the summary of significant accounting polices. On preparing these financial Statements, the Company opening balance sheet was prepared as at 1 April 2016, the Company date of transtion to Ind AS, An explanation of how the transtion from previous GAAP to Ind AS has affected the Company;s financial position, financial performance and cash flows is set out in the following tables and notes.

A. Ind AS optional exemptions

Deemed cost for property, plant and equipment and intangible assets

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets Accordingly, the Company has elected to measure all of its property, plant and equipment, and intangible assets at their Previous GAAP carrying value

B. Ind AS mandatory exceptions

1 Estimates

An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with Previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with Previous GAAP.

2 Classification and measurement of financial assets and liabilities

The classification and measurement of financial assets will be made considering whether the conditions as per Ind AS 109 are met based on facts and circumstances existing at the date of transition. Financial assets can be measured using effective interest method by assessing its contractual cash flow characteristics only on the basis of facts and circumstances existing at the date of transition and if it is impracticable to assess the use of effective interest method, fair value of financial asset at the date of transition shall be the new carrying amount of that asset. The measurement exemption applies for financial liabilities as well.

3 Impairment of financial assets

At the date of transition to Ind AS, determine whether there has been a significant increase in credit risk since the initial recognition of a financial instrument would require undue cost or effort, the Company has recognised a loss allowance at an amount equal to lifetime expected credit losses at each reporting date until that financial instrument is derecognised.

C. Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.

The following explains the material adjustments made while transition from previous GAAP to Ind - AS.

Note 1: Leasehold Land adjustment (Operating lease)

As per Ind AS 17, leases in which a significant portion of the risks and rewards of ownership are not transferred to the Company as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases.

Note 2: Trade receivables (ECL)

As per Ind AS 109, company has applied the expected credit loss model on trade receivables for recognising the allowance for doubtful debts.

Note 3: Deferred revenue and cost (POCM)

Under the previous GAAP, company was accounting for all the revenues and costs for deliveries made as at the end of the reporting period. Under IND AS, revenues and costs have been deferred, on the basis of percentage of completion method, for those deliveries which have not made as at the end of the reporting period. These would be rolled over to income/ expenditure in the immediate next reporting period as and when the pending deliveries would be made.

Note 4: Deferred tax

Deferred tax have been recognised on the adjustments made on transition to Ind AS. March 31, 2017 comprises Property, Plant and Equipment RS.291.19, Receivables, financial assets and liabilities at amortised cost RS.53.65, Provision for employee and other liabilities deductible on actual payments H (9.86), (April 1, 2016 comprises Property, Plant and Equipment RS.223.37, Receivables, financial assets and liabilities at amortised cost RS.223.42)

Note 5: Retained earnings

Retained earnings as at 1 April 2016 has been adjusted consequent to the above Ind AS transition adjustments.

Note 6:

The Ind- AS adjustments are either non cash adjustments or are re-grouping among the cash flow from operating, investing and financing activities. Consequently, Ind-AS adoption has no impact on the net cash flow for the year ended 31 March, 2017 as compared with the previous GAAP.

Note 7:

The Company has re-classified certain assets and liabilities to comply with the requirements of Ind-AS. This has no resulting impact on equity and net profit.

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Mar 31, 2017

(1) RELATED PARTY DISCLOSURES

I. List of Related Parties:

i. Key Managerial Personnel:

Mr. Chander Agarwal - Managing Director Mr. Phool Chand Sharma - Whole Time Director Mr. Mukti Lal - Chief Financial Officer Mr. Vinay Gujral - Company Secretary

ii. Relatives of Key Managerial Personnel

Mr. DP Agarwal - Father of Mr. Chander Agarwal & Chairman of Board of Directors Mr. Vineet Agarwal- Brother of Mr. Chander Agarwal & Director of this Company

iii. Enterprises over which KMPs/ relatives of KMPs exercise significant influence

Bhoruka Finance Corporation of India Ltd TCI Properties (Guj) - Partnership firm TCI Properties (Delhi) - Partnership firm TCI Developers Ltd.

TCI Properties (West) Ltd.

TCI Institute of Logistics

XPS Cargo Services Ltd TCI India Ltd

TCI Warehousing (MH) - Partnership firm Transport Corporation of India Ltd Transystem Logistics International Pvt. Ltd

(2) SEGMENT INFORMATION

As the Company’s main business activity falls with in a single primary Business segment viz. “Express Cargo” the disclosure requirements of Segment Reporting as per Accounting Standard - 17 are not applicable.

(3) SCHEME OF ARRANGEMENT

a) The Scheme of arrangement under section 391 to 394 of the Companies Act 1956 for demerger of the XPS undertaking of Transport Corporation of India Limited as a going concern into TCI Express Limited was sanctioned by the Hon’ble High court of Telangana and Andhara Pradesh on 14^th June, 2016 and the scheme became effective from the appointed date at the Close business hours of 31^st March 2016. In terms of the said scheme, all the assets and liabilities of the XPS undertaking have been transferred as a going concern at the values appearing in the books of the Transport Corporation of India Limited and were included in the Balance sheet of TCI Express Limited as at 31^st March 2016 which was approved by its members at the Annual General Meeting of the Company held on 4^th November 2016. The previous year figures in this Balance Sheet as at 31^st March 2017, are predominentny made upto the said assets and liabilities. The particulars of the assets and liabilities transferred are as follows.

b) Surplus of assets over liabilities, after adjusting Share Capital Suspense Account and cancellation of existing Share Capital was accounted as Business Restructuring Reserve. The balance of Business Restructuring Reserve was transferred to General Reserve on March 31, 2016.

(4) DISCLOSURE ON SPECIFIED BANK NOTES

During the year, the Company had specified bank notes or other denomination note as defined in the MCA notification G.S.R. 308(E) dated March 31, 2017 on the details of Specified Bank Notes ( SBN) held and transacted during the period from November 8, 2016 to December 30,2016, the denomination wise SBNs and other notes as per the notification is given below

(5) According to the information available with the company there were no creditors registered under Micro, Small and Medium Enterprises Development Act, 2006, (MSME) during the year. Hence there is no information in regard to the amount dues including interest if any to MSME during the year.

(6) Various parties account are subject to confirmation and reconciliation, wherever required.

(7) CORPORATE INFORMATION

TCI Express Ltd ,was incorporated as TCI Properties (Pune) Limited, and was later renamed as TCI Express Limited. Pursuant to the Scheme of Arrangement approved by the High Court at Hyderabad for the State of Telangana and the State of Andhra Pradesh, on 14^th June 2016, the XPS undertaking of Transport Corporation of India Limited was demerged into TCI Express Limited effective from the close of working hours of 31^st March 2016.

(8) Previous year figure’s have been regrouped/rearranged whereever considered necessary.

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Mar 31, 2016

(I) Particulars of nature of security

Working capital loans are secured by hypothecation of book debts as primary security along with land properties as collateral

I7. I. LIST OF RELATED PARTIES:

i. Key Management Personnel:

Mr. Chander Agarwal Mr. P C Sharma

ii. Associates:

TCI Global Logistics Ltd TCI Exim Pvt. Ltd.

Bhoruka Finance Corporation of India Ltd XPS Cargo Services Ltd

TCI Industries Ltd TCI India Ltd

Bhoruka International Pvt. Ltd TCI Warehousing (MH) - Partnership firm

TCI Properties (Guj) - Partnership firm TCI Properties (South) - Partnership firm

TCI Properties (Delhi) - Partnership firm TCI Properties (NCR) - Partnership firm

TCI Developers Ltd. TCI Infrastructure Ltd.

TCI Properties (West) Ltd. TCI Apex Pal Hospitality India Pvt. Ltd

TCI Distribution Centres Ltd. Transport Corporation of India Ltd

TCI Institute Logistics Transystem Logistics International Pvt. Ltd.

1 SCHEME OF ARRANGEMENT

(a) The Scheme of Arrangement for demerger of XPS Undertaking of Transport Corporation of India Limited (The Demerged Company) as a going concern into the Company has been approved by the Hon''ble High Court of Telangana and Andhra Pradesh by Order dated 14th June, 2016. The Scheme has accordingly been given effect to in the accounts effective from the Appointed Date being closing business hours of 31st March, 2016.

(b) In accordance with the Scheme, shareholders of the Transport Corporation of India Limited (The demerged Company) to be allotted 3,80,36,800 equity shares of Rs. 2 each by the Company in the ratio of 1 equity share in TCI Express Ltd. for every 2 equity shares of Rs. 2/- each held in the demerged Company. According to the Scheme, equal amount transferred to Share Capital Suspense Account from Business Restructuring Reserve.

(d) Pursuant to the Scheme, the surplus of the assets over liabilities, after adjusting Share Capital Suspense Account vide Note No 19 (b) and cancellation of existing Share Capital has been accounted for as Business Restructuring Reserve. The balance of Business Restructuring Reserve has been transferred to the General Reserve.

(e) Transport Corporation of India Limited (demerged Company) is deemed to have been carrying on all business activities relating to the demerged undertaking with effect from 31st March 2016 after closing of business hours for and on account of and in trust of the Company. All profits or losses, income and expenses accruing or arising or incurred after closing business hours of 31st March, 2016 relating to the said undertaking shall get vested to the Company.

( f) Titles of the immovable properties are still being held in the name of the Transport Corporation of India Limited (Demerged Company) and are in the process of being transferred in the name of the Company.